Prospectus

The European Securities and Markets Authority (ESMA), the EU’s securities markets’ regulator, has launched a public consultation concerning its draft Guidelines on disclosure requirements under the Prospectus Regulation (PR). 

 

ESMA is seeking stakeholders’ views on the draft Guidelines, whose purpose is to ensure that market participants have a uniform understanding of the relevant disclosure requirements and assist national competent authorities (NCAs) when they assess the completeness, comprehensibility and consistency of information in prospectuses.

Steven Maijoor, Chair, said:

“Prospectuses are an important source of information for investors in their decision-making about whether to invest in an issuer and its securities. Ensuring that prospectuses are comparable both across issuers and borders, is key to a level-playing field for capital raising in Europe.

“ESMA believes that the proposed Guidelines, which clarify the information to be included in prospectuses, will allow issuers to provide information to investors that is complete, comprehensible and consistent across the EU.”

The draft Guidelines cover topics, such as:

  • historical financial information;
  • interim financial information;
  • profit forecasts and estimates;
  • working capital statements; and
  • capitalisation and indebtedness.

The draft Guidelines, to enhance comparability with other financial information, clarify the content of the indebtedness statement. New guidance on working capital statements is provided to clarify how offerings should be considered when determining if an issuer can provide a clean working capital statement. Furthermore, ESMA provides specific guidance concerning working capital statements prepared by credit institutions and (re)insurance undertakings.

Next step

The consultation period closes on 4 October 2019. ESMA will use the feedback received to finalise the draft Guidelines.

Consultation on Draft Guidelines on disclosure requirements under the Prospectus Regulation

Responding to this paper

ESMA invites responses to the questions set out throughout this Consultation Paper. Responses are most helpful if they:

  • respond to the question stated;
  • contain a clear rationale; and
  • describe any alternatives ESMA should consider.

ESMA will consider all responses received by 4 October 2019.

Instructions

The European Securities and Markets Authority (ESMA) has today included twenty-five new Q&As relating to Regulation (EU) 2017/1129 (the ‘Prospectus Regulation’).

Three of these Q&As provide clarification on the following issues in relation to the Prospectus Regulation:

  • The application of Article 23(3) of the Prospectus Regulation in relation to issuers that qualify as financial intermediaries.
  • Continuing an offer which has initially been made using a base prospectus approved under the Prospectus Directive after the entry into application of the Prospectus Regulation.

Additionally, ESMA is publishing twenty-two Q&As that have been updated in relation to the Prospectus Regulation. These Q&As were originally published in relation to Directive 2003/71/EC (the ‘Prospectus Directive’).

ESMA has also decided not to update twenty-eight Q&As that were published in relation to the Prospectus Directive. These are Q&As 1, 2, 4, 8, 15, 22, 25, 30, 35, 37, 44, 45, 60, 62, 65, 70, 71, 73, 75, 80, 82, 86, 87, 88, 89, 90, 93, 101. These Q&As will not be carried over in relation to the Prospectus Regulation.

We will continue analysing the existing Q&As published in relation to the Prospectus Directive and will either update and carry them forward in the Q&A document relating to the Prospectus Regulation, or we will not carry them forward as is the case in the paragraph above. In effect, this means that these Q&As will not be published in relation to the Prospectus Regulation. For example, where the Prospectus Regulation sufficiently clarifies an issue or ESMA considers that the market is already aware of how a particular issue should be addressed then there is no need for further clarification.

ESMA will continue to publish the existing Q&As relating to the Prospectus Directive during the period in which prospectuses that have been approved under the Prospectus Directive may continue to be valid, which is until 21 July 2020. After this period, these Q&As will no longer apply.

The purpose of these Q&As is to promote common supervisory approaches and practices in the application of prospectus supervision. These Q&As are also intended to facilitate market parties by providing guidance as to how national competent authorities will interpret the Prospectus Regulation.

The European Securities and Markets Authority (ESMA) has published its final guidelines on how national competent authorities (NCAs) should review risk factors, as required by the new Prospectus Regulation (PR). 

The guidelines aim to encourage more appropriate, focused and streamlined risk factor disclosures for securities, which is presented in an easy to analyse, concise and comprehensible form.  

The purpose of including risk factors in a prospectus is to ensure that investors can assess the risks related to their investment, therefore allowing them to make informed investment decisions. Risk factors generally include information concerning:

  • the issuer's financial situation;
  • the nature of the security or its underlying;
  • the issuer's business activities and industry;
  • legal and regulatory risk;
  • internal control risk; and
  • environmental, social and governance risks.

The guidelines on risk factors will assist NCAs in their review of risk factor disclosure.

Next steps

In 2019, ESMA will focus on the consistency of application of the guidelines on risk factors by national competent authorities.

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